NSX-GUY said:
See post #39.
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Selling NSX - Moral Dilemma
- Thread starter Yellow Rose
- Start date
See post #39.
Yellow Rose
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Somone needs to:
* Use descriptive four letter words from the "cuss word" genre.
* Threaten the well-being of someone else.
* "Your mama..." or "...and your mother too."
But Shawn - that does nothing to answer my original question, for which I have read many colorful responses......the likes of which I never expected from some of my PRIME pals. Man, this is a tough crowd.
I got something for all of you naysayers. You decide to buy a car from the dealership. You may even put money down, which you may lose. You decide not to buy. Do you think the salesman will lose a night's sleep? Not a fat chance! On top of that, you lost your deposit.
At least I will return the check and saved the guy his airfare. Besides, if he wants a red targa modded the way mine is, I'm sure he can start from scratch with another one and build it himself like I did. Cripes, it is only a car.
Let's turn the tables.....what if he told me no sale? What about little ol' me?
* Use descriptive four letter words from the "cuss word" genre.
* Threaten the well-being of someone else.
* "Your mama..." or "...and your mother too."
But Shawn - that does nothing to answer my original question, for which I have read many colorful responses......the likes of which I never expected from some of my PRIME pals. Man, this is a tough crowd.
I got something for all of you naysayers. You decide to buy a car from the dealership. You may even put money down, which you may lose. You decide not to buy. Do you think the salesman will lose a night's sleep? Not a fat chance! On top of that, you lost your deposit.
At least I will return the check and saved the guy his airfare. Besides, if he wants a red targa modded the way mine is, I'm sure he can start from scratch with another one and build it himself like I did. Cripes, it is only a car.
Let's turn the tables.....what if he told me no sale? What about little ol' me?
Oh, the airfare will still be used, you can bet your ass on that. But it's not going to be the buyer paying you a visit, a-hole.AndyVecsey said:
Yellow Rose
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Oh, the airfare will still be used, you can bet your ass on that. But it's not going to be the buyer paying you a visit, a-hole.
Still a little pissy about a broken boost gauge? :frown:
Still a little pissy about a broken boost gauge? :frown:
I still remember day 1 of business law class. The prof drew two partially intersecting circles. One circle symbolized law and one circle symbolized ethics. The moral was that not all legal things are ethical and not all ethical things are legal.
In Andy's case there are ethical questions (Did Andy find out about this new road course BEFORE he received the deposit? Did Andy attempt to de-list his car for sale BEFORE he received the deposit?) and there are legal questions (If Andy did not deposit the check does it meet the criteria for consideration?)
In our world the legal side carries more weight than the ethical side. I would argue that if Andy did not deposit the check into his account, he has not legally accepted consideration and therefore no contract is in force.
In Andy's case there are ethical questions (Did Andy find out about this new road course BEFORE he received the deposit? Did Andy attempt to de-list his car for sale BEFORE he received the deposit?) and there are legal questions (If Andy did not deposit the check does it meet the criteria for consideration?)
In our world the legal side carries more weight than the ethical side. I would argue that if Andy did not deposit the check into his account, he has not legally accepted consideration and therefore no contract is in force.
First things first.
He might say “No - we have a deal” or he might say “Okay, I understand.” The moral and legal aspects that everyone is going on are not applicable if both parties decide to call off the deal.
At this point, the best thing to do is to just be honest. Tell him you are having second thoughts and would like to keep the car. Explain it to him the same way you have explained it to us and ask him if it’s okay to call off the deal.AndyVecsey said:
He might say “No - we have a deal” or he might say “Okay, I understand.” The moral and legal aspects that everyone is going on are not applicable if both parties decide to call off the deal.
Not legal advice, no atty-client relationship express or implied . . .
There is simply not enough information to determine whether the car has been legally sold. It depends on the terms and conditions that were exchanged between the prospective buyer and seller as well as the conduct of each in the transaction.
Generally speaking, the UCC will apply in either state. Here are a few sections that may apply to this transaction.
2-204 Formation in general.
(1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.
(2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.
(3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.
2-206 Offer and acceptance in formation of contract.
(1) Unless otherwise unambiguously indicated by the language or circumstances:
(a) An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;
(b) An order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or nonconforming goods, but such a shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.
(2) Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
2-207 Additional terms in acceptance or confirmation.
(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
(2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:
(a) The offer expressly limits acceptance to the terms of the offer;
(b) They materially alter it; or
(c) Notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of chs. 401 to 411. [In WI, other states had different statute numbers for their adoption fo the UCC]
2-401 Passing of title; reservation for security; limited application of
(1) Title to goods cannot pass under a contract for sale prior to their identification to the contract (2-501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by chs. 401 to 411. Any retention or reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited in effect to a reservation of a security interest. Subject to these provisions and to ch. 409, title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.
(2) Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes the seller's performance with reference to the physical delivery of the goods, despite any reservation of a security interest and even though a document of title is to be delivered at a different time or place; and in particular and despite any reservation of a security interest by the bill of lading:
(a) If the contract requires or authorizes the seller to send the goods to the buyer but does not require the seller to deliver them at destination, title passes to the buyer at the time and place of shipment; but
(b) If the contract requires delivery at destination, title passes on tender there.
(3) Unless otherwise explicitly agreed where delivery is to be made without moving the goods:
(a) If the seller is to deliver a document of title, title passes at the time when and the place where the seller delivers such documents; or
(b) If the goods are at the time of contracting already identified and no documents are to be delivered, title passes at the time and place of contracting.
(4) A rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation of acceptance revests title to the goods in the seller. Such revesting occurs by operation of law and is not a "sale".
2-502 Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency.
(1) Subject to subs. (2) and (3) and even though the goods have not been shipped a buyer who has paid a part or all of the price of goods in which the buyer has a special property under 2-501may on making and keeping good a tender of any unpaid portion of their price recover them from the seller if:
(a) In the case of goods bought for personal, family, or household purposes, the seller repudiates or fails to deliver as required by the contract; or
(b) In all cases, the seller becomes insolvent within 10 days after receipt of the first installment on their price.
(2) The buyer's right to recover the goods under sub. (1) (a) vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.
(3) If the identification creating the buyer's special property has been made by the buyer, the buyer acquires the right to recover the goods only if they conform to the contract for sale.
2-503 Manner of seller's tender of delivery.
(1) Tender of delivery requires that the seller put and hold conforming goods at the buyer's disposition and give the buyer any notification reasonably necessary to enable the buyer to take delivery. The manner, time and place for tender are determined by the agreement and this chapter, and in particular:
(a) Tender must be at a reasonable hour, and if it is of goods they must be kept available for the period reasonably necessary to enable the buyer to take possession; but
(b) Unless otherwise agreed the buyer must furnish facilities reasonably suited to the receipt of the goods.
(2) Where the case is within 2-504 respecting shipment tender requires that the seller comply with its provisions.
(3) Where the seller is required to deliver at a particular destination tender requires that the seller comply with sub. (1) and also in any appropriate case tender documents as described in subs. (4) and (5).
(4) Where goods are in the possession of a bailee and are to be delivered without being moved:
(a) Tender requires that the seller either tender a negotiable document of title covering such goods or procure acknowledgment by the bailee of the buyer's right to possession of the goods; but
(b) Tender to the buyer of a nonnegotiable document of title or of a written direction to the bailee to deliver is sufficient tender unless the buyer seasonably objects, and receipt by the bailee of notification of the buyer's rights fixes those rights as against the bailee and all third persons; but risk of loss of the goods and of any failure by the bailee to honor the nonnegotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender.
(5) Where the contract requires the seller to deliver documents:
(a) The seller must tender all such documents in correct form, except as provided in s. 2-323(2) with respect to bills of lading in a set; and
(b) Tender through customary banking channels is sufficient and dishonor of a draft accompanying the documents constitutes nonacceptance or rejection.
2-504 Shipment by seller.
(1) Where the seller is required or authorized to send the goods to the buyer and the contract does not require the seller to deliver them at a particular destination, then unless otherwise agreed the seller must:
(a) Put the goods in the possession of such a carrier and make such a contract for their transportation as may be reasonable having regard to the nature of the goods and other circumstances of the case; and
(b) Obtain and promptly deliver or tender in due form any document necessary to enable the buyer to obtain possession of the goods or otherwise required by the agreement or by usage of trade; and
(c) Promptly notify the buyer of the shipment.
(2) Failure to notify the buyer under sub. (1) (c) or to make a proper contract under sub. (1) (a) is a ground for rejection only if material delay or loss ensues.
There are many other provisions of the UCC that may apply, as well as statutes and case law for each individual state that may also be relevant.
**
In any event, the practical reality of the expense of litigation, particularly when multiple states are involved, is such that a lawsuit is unlikely to develop from this mishap.
From a strictly practical perspective, and since your prospective buyer likely knows of this situation (or will know of it shortly) given his relationship to KGP, my personal advice is to be very apologetic and honest and offer to compensate him for any out-of-pocket expenses that he incurred as a result of your cold feet.
I am not going to lecture you, but don't lose sight of the fact that this is your mistake and you need to do the right thing to fix it. The right thing is to make the prospective buyer whole, i.e. in the same position he was in before he found your ad.
There is simply not enough information to determine whether the car has been legally sold. It depends on the terms and conditions that were exchanged between the prospective buyer and seller as well as the conduct of each in the transaction.
Generally speaking, the UCC will apply in either state. Here are a few sections that may apply to this transaction.
2-204 Formation in general.
(1) A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.
(2) An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.
(3) Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.
2-206 Offer and acceptance in formation of contract.
(1) Unless otherwise unambiguously indicated by the language or circumstances:
(a) An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances;
(b) An order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or nonconforming goods, but such a shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.
(2) Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.
2-207 Additional terms in acceptance or confirmation.
(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.
(2) The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:
(a) The offer expressly limits acceptance to the terms of the offer;
(b) They materially alter it; or
(c) Notification of objection to them has already been given or is given within a reasonable time after notice of them is received.
(3) Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of chs. 401 to 411. [In WI, other states had different statute numbers for their adoption fo the UCC]
2-401 Passing of title; reservation for security; limited application of
(1) Title to goods cannot pass under a contract for sale prior to their identification to the contract (2-501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by chs. 401 to 411. Any retention or reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited in effect to a reservation of a security interest. Subject to these provisions and to ch. 409, title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.
(2) Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes the seller's performance with reference to the physical delivery of the goods, despite any reservation of a security interest and even though a document of title is to be delivered at a different time or place; and in particular and despite any reservation of a security interest by the bill of lading:
(a) If the contract requires or authorizes the seller to send the goods to the buyer but does not require the seller to deliver them at destination, title passes to the buyer at the time and place of shipment; but
(b) If the contract requires delivery at destination, title passes on tender there.
(3) Unless otherwise explicitly agreed where delivery is to be made without moving the goods:
(a) If the seller is to deliver a document of title, title passes at the time when and the place where the seller delivers such documents; or
(b) If the goods are at the time of contracting already identified and no documents are to be delivered, title passes at the time and place of contracting.
(4) A rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation of acceptance revests title to the goods in the seller. Such revesting occurs by operation of law and is not a "sale".
2-502 Buyer's right to goods on seller's repudiation, failure to deliver, or insolvency.
(1) Subject to subs. (2) and (3) and even though the goods have not been shipped a buyer who has paid a part or all of the price of goods in which the buyer has a special property under 2-501may on making and keeping good a tender of any unpaid portion of their price recover them from the seller if:
(a) In the case of goods bought for personal, family, or household purposes, the seller repudiates or fails to deliver as required by the contract; or
(b) In all cases, the seller becomes insolvent within 10 days after receipt of the first installment on their price.
(2) The buyer's right to recover the goods under sub. (1) (a) vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.
(3) If the identification creating the buyer's special property has been made by the buyer, the buyer acquires the right to recover the goods only if they conform to the contract for sale.
2-503 Manner of seller's tender of delivery.
(1) Tender of delivery requires that the seller put and hold conforming goods at the buyer's disposition and give the buyer any notification reasonably necessary to enable the buyer to take delivery. The manner, time and place for tender are determined by the agreement and this chapter, and in particular:
(a) Tender must be at a reasonable hour, and if it is of goods they must be kept available for the period reasonably necessary to enable the buyer to take possession; but
(b) Unless otherwise agreed the buyer must furnish facilities reasonably suited to the receipt of the goods.
(2) Where the case is within 2-504 respecting shipment tender requires that the seller comply with its provisions.
(3) Where the seller is required to deliver at a particular destination tender requires that the seller comply with sub. (1) and also in any appropriate case tender documents as described in subs. (4) and (5).
(4) Where goods are in the possession of a bailee and are to be delivered without being moved:
(a) Tender requires that the seller either tender a negotiable document of title covering such goods or procure acknowledgment by the bailee of the buyer's right to possession of the goods; but
(b) Tender to the buyer of a nonnegotiable document of title or of a written direction to the bailee to deliver is sufficient tender unless the buyer seasonably objects, and receipt by the bailee of notification of the buyer's rights fixes those rights as against the bailee and all third persons; but risk of loss of the goods and of any failure by the bailee to honor the nonnegotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender.
(5) Where the contract requires the seller to deliver documents:
(a) The seller must tender all such documents in correct form, except as provided in s. 2-323(2) with respect to bills of lading in a set; and
(b) Tender through customary banking channels is sufficient and dishonor of a draft accompanying the documents constitutes nonacceptance or rejection.
2-504 Shipment by seller.
(1) Where the seller is required or authorized to send the goods to the buyer and the contract does not require the seller to deliver them at a particular destination, then unless otherwise agreed the seller must:
(a) Put the goods in the possession of such a carrier and make such a contract for their transportation as may be reasonable having regard to the nature of the goods and other circumstances of the case; and
(b) Obtain and promptly deliver or tender in due form any document necessary to enable the buyer to obtain possession of the goods or otherwise required by the agreement or by usage of trade; and
(c) Promptly notify the buyer of the shipment.
(2) Failure to notify the buyer under sub. (1) (c) or to make a proper contract under sub. (1) (a) is a ground for rejection only if material delay or loss ensues.
There are many other provisions of the UCC that may apply, as well as statutes and case law for each individual state that may also be relevant.
**
In any event, the practical reality of the expense of litigation, particularly when multiple states are involved, is such that a lawsuit is unlikely to develop from this mishap.
From a strictly practical perspective, and since your prospective buyer likely knows of this situation (or will know of it shortly) given his relationship to KGP, my personal advice is to be very apologetic and honest and offer to compensate him for any out-of-pocket expenses that he incurred as a result of your cold feet.
I am not going to lecture you, but don't lose sight of the fact that this is your mistake and you need to do the right thing to fix it. The right thing is to make the prospective buyer whole, i.e. in the same position he was in before he found your ad.
This whole thing is a big April fools joke, right? Nobody would be so rotten to back out of a deal like this and no buyer would really threaten do kick the guys ass for doing it. Tell me this is a big joke before I spend my whole day reading this thread.
Gentleman's Agreement - You both agreed to sell/buy the car for X amount. He gives you a check, you give him the car. Isn't this is a legal contract?
gobble said:
I think it might be real judging from the PM that I recieved.
gobble said:
"ROTTEN" are we back in kindergarten, Andy keep the fricken car and "F" the guy. He would do the same.
Armando
You either have integrety or you don't. It's a simple decision. It does not take much discussion or though. This thread has gone way too long for this topic.
Either you honor your agreement or you don't.
If you don't, then at best you'll still have your car to enjoy alone. I personally don't associate with people of low integrety.
just my opinion, but you asked for it.
Either you honor your agreement or you don't.
If you don't, then at best you'll still have your car to enjoy alone. I personally don't associate with people of low integrety.
just my opinion, but you asked for it.
Yellow Rose
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Gentleman's Agreement - You both agreed to sell/buy the car for X amount.
Correct.
He gives you a check.....
Correct, but not cashed.
.....you give him the car.
No, it is still in my garage.....and the title is at home in the desk.
Isn't this is a legal contract?
That is my question, which has been answered in many different ways - nice and not so nice.
Correct.
He gives you a check.....
Correct, but not cashed.
.....you give him the car.
No, it is still in my garage.....and the title is at home in the desk.
Isn't this is a legal contract?
That is my question, which has been answered in many different ways - nice and not so nice.
Like sands through the hour glass, so are the days of our lives....
More drama here than a day with my 3 year old.
More drama here than a day with my 3 year old.
AndyVecsey said:
In my book, the car is sold. I am not a lawyer, but I think there is legal merit with all the email consents and with the acceptance of a check. Even without touching the legal aspect, I think it is just the right thing to honor your word. As you said it many times, it is only a car which is replaceable. I think a real man's word and integrity are much more important than a car.
Steve
confess your inability to part with the car and, at a minimum, offer to reimburse him for any and all expenses surrounding the situation.
there's *lots* of honor in admitting you're human and working to reach a conclusion both parties can live with; likewise, i think there's *lots* of honor in accepting another's humanity and situation and letting the reluctant party off the hook. actually forcing someone to conclude a deal like this - for a *car* - will leave a bitter taste in everyone's mouths for a long time to come.
ah, life.
btw, i'm not absolutely convinced this isn't an april fools gig, either
there's *lots* of honor in admitting you're human and working to reach a conclusion both parties can live with; likewise, i think there's *lots* of honor in accepting another's humanity and situation and letting the reluctant party off the hook. actually forcing someone to conclude a deal like this - for a *car* - will leave a bitter taste in everyone's mouths for a long time to come.
ah, life.
btw, i'm not absolutely convinced this isn't an april fools gig, either
whiteNSXs said:
Not in New York. I just had a similar circumstance with a house I put a deposit on and had emails from the seller stating "it is a done deal." Done deal until his attorney found out just how good a deal I got and farmed the deal out to one of the attorney's friends. I got my deposit back but lost the deal.
No deal unless the papers are signed.
BTW. I still think it is a April 1st joke.
Yellow Rose
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For all the folks that offered earnest advice - thank you.
For all the folks that lambasted me - no thank you.
For everyone - Happy April Fool’s Day. But the wonder is, was I joking about reneging on the deal or was I joking about even selling my NSX in the first place? Off to enjoy an adult beverage.....have a good weekend. :smile: DocL, let’s take a cold shower together.
On a serious note I think it is chicken-shit to agree to a price of X and the seller raise the price to Y. This is not my situation, but it has happened.
For all the folks that lambasted me - no thank you.
For everyone - Happy April Fool’s Day. But the wonder is, was I joking about reneging on the deal or was I joking about even selling my NSX in the first place? Off to enjoy an adult beverage.....have a good weekend. :smile: DocL, let’s take a cold shower together.
On a serious note I think it is chicken-shit
to agree to a price of X and the seller raise the price to Y. This is not my situation, but it has happened.AndyVecsey said:...For everyone - Happy April Fool’s Day. But the wonder is, was I joking about reneging on the deal or was I joking about even selling my NSX in the first place? Off to enjoy an adult beverage.....have a good weekend. :smile: DocL, let’s take a cold shower together.
I'd rather have a beer. But thanks for the invitation anyway. :biggrin:
AndyVecsey said:
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